A person, including a bank,
lawfully engaged in the business of effecting transactions in securities for the
account of others and includes a broker lawfully engaged in buying and selling
securities for his own account.

(3) Issuer.

A person who places, or authorizes
the placing of, his name on a security other than as a transfer agent to
evidence that it represents a share, participation, or other interest in his
property or in an enterprise or to evidence his duty to perform an obligation
evidenced by the security or who becomes responsible for or in place of any such
person.

(4) Person.

Such term includes a corporation,
government or governmental subdivision or agency, business trust, estate, trust,
partnership or association, two or more persons having a joint or common
interest or any other legal or commercial entity.

(5) Security.

Such term includes any note,
stock, treasury stock, bond, debenture, evidence of indebtedness or certificate
of interest or participation in an oil, gas, or mining title or lease or in
payment out of production under such a title or lease, collateral trust
certificate, transferable share, voting trust certificate, or, in general, any
interest or instrument commonly known as a security or any certificate, interest
or participation in any temporary or interim certificate, receipt or certificate
of deposit for, or any warrant or right to subscribe to or purchase, any of the
foregoing.

(6) Third-party.

A person other than a bank,
broker, transfer agent, or issuer who with respect to a security held by a minor
effects a transaction otherwise than directly with the minor.

(7) Transfer agent.

A person who acts as
authenticating trustee, transfer agent, registrar, or other agent for an issuer
in the registration of transfers of securities in the issue of new securities or
in the cancellation of surrendered securities.

Liability of bank, transfer agent, etc., for treating minor as having capacity to exercise security rights; presumption that holder not minor.

(a) A bank, broker, issuer, third-party or transfer agent incurs no liability
by reason of his treating a minor as having capacity to transfer a security, to
receive or to empower others to receive dividends, interest, principal, or other
payments or distributions, to vote or give consent in person or by proxy, or to
make elections or exercise rights relating to the security unless prior to
acting in the transaction the bank, broker, issuer, third-party or transfer
agent had received written notice in the office acting in the transaction that
the specific security is held by a minor.

(b) Except as otherwise provided in this article, such a bank, broker,
issuer, third-party or transfer agent may assume without inquiry that the holder
of a security is not a minor.

Minor may not disaffirm security transaction unless prior written notice of minority given.

A minor who has transferred a security, received or empowered others to
receive dividends, interest, principal, or other payments or distributions,
voted or given consent in person or by proxy or made an election or exercised
rights relating to the security has no right thereafter, as against a bank,
broker, issuer, third-party or transfer agent, to disaffirm or avoid the
transaction unless, prior to acting in the transaction, the bank, broker,
issuer, third-party or transfer agent against whom the transaction is sought to
be disaffirmed or avoided had received written notice in the office acting in
the transaction that the specific security is held by a minor.

A minor may receive in his own right dividends or other moneys in respect to
any securities standing in his name on the books of a corporation, bank, or
business trust, and such receipt shall constitute a valid and sufficient release
and discharge of the corporation, bank, or business trust for such dividends or
other moneys paid to such minor, notwithstanding that the corporation, bank, or
business trust may have actual or written notice of the minority of such person.